Attached files
file | filename |
---|---|
8-K - FORM 8-K - GOODYEAR TIRE & RUBBER CO /OH/ | l40565e8vk.htm |
EX-5.2 - EX-5.2 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv5w2.htm |
EX-5.1 - EX-5.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv5w1.htm |
EX-1.1 - EX-1.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv1w1.htm |
EX-5.3 - EX-5.3 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv5w3.htm |
EX-99.1 - EX-99.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv99w1.htm |
Exhibit 5.4
[LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY, L.L.P.]
August 25, 2010
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
1144 East Market Street
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as special Arizona counsel to The Goodyear Tire & Rubber Company, an Ohio
corporation (the Company), and its subsidiaries Divested Litchfield Park Properties,
Inc., an Arizona corporation (DLPP), and Goodyear Farms, Inc., an Arizona corporation
(Goodyear Farms), and are rendering this opinion in connection with the prospectus, dated
August 10, 2010 (the Base Prospectus), as supplemented by the prospectus supplement, dated August
20, 2010 (the Prospectus Supplement and, together with the Base Prospectus, the
Prospectus), relating to the registration statement on Form S-3 (the Registration
Statement) filed with the Securities and Exchange Commission (the Commission) under
the Securities Act of 1933, as amended (the Act), on August 10, 2010 and the offer and
sale of: (i) $100,000,000 in aggregate principal amount of the Companys 8.250% Senior Notes due
2020 (the Notes) and (ii) guarantees of the Notes (the Guarantees) by certain
subsidiaries of the Company listed on Schedule A hereto (collectively, the Guarantors),
in each case to be issued pursuant to the Indenture, dated as of August 13, 2010 (the Base
Indenture), among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the
Trustee), as supplemented by the First Supplemental Indenture, dated as of August 13, 2010 (the
Supplemental Indenture), among the Company, the Guarantors and the Trustee (the Base
Indenture, as supplemented by the Supplemental Indenture, the Indenture).
We have reviewed such corporate records, certificates and other documents, and such questions
of law, as we have considered necessary or appropriate for the purposes of this opinion. We have
assumed that all signatures are genuine, that all documents submitted to us as originals are
authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information furnished by public officials, officers of
the Company and the Guarantors, and other sources believed by us to be responsible.
Based upon the foregoing, it is our opinion that each of DLPP and Goodyear Farms: (i) is a
corporation duly formed, validly existing and in good standing under the laws of the State of
Arizona, (ii) possesses the corporate power and authority to execute, deliver and perform the
Guarantees and the Indenture, and (iii) has duly authorized, executed and delivered the Guarantees
and the Indenture.
The Goodyear Tire & Rubber Company
August 25, 2010
Page 2
August 25, 2010
Page 2
We are members of the bar of the State of Arizona. We do not express any opinion herein on
any laws other than those of the State of Arizona.
We hereby consent to the filing of this opinion as Exhibit 5.4 to the Companys Current Report
on Form 8-K to be filed on August 25, 2010. We also hereby consent to the reference to our firm
under the heading Legal Matters in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours, |
||||
/s/ Squire, Sanders & Dempsey L.L.P. | ||||
Attachment: Schedule A List of Guarantors
SCHEDULE A
Guarantors
Guarantors
Guarantors | State of Incorporation or Formation | |
Celeron Corporation
|
Delaware | |
Dapper Tire Co., Inc.
|
California | |
Divested Companies Holding Company
|
Delaware | |
Divested Litchfield Park Properties, Inc.
|
Arizona | |
Goodyear Canada Inc.
|
Ontario, Canada | |
Goodyear Export Inc.
|
Delaware | |
Goodyear Farms, Inc.
|
Arizona | |
Goodyear International Corporation
|
Delaware | |
Goodyear Western Hemisphere Corporation
|
Delaware | |
Wheel Assemblies Inc.
|
Delaware | |
Wingfoot Commercial Tire Systems, LLC
|
Ohio | |
Wingfoot Ventures Eight Inc.
|
Delaware |